Analyze

Review an SOW against the governing MSA

Catches the terms a statement of work quietly rewrites (precedence, IP, liability cap, payment, data access) and hands back redlines that restore the MSA you already negotiated.

About 12 minintermediateIn-house, Transactional

Your prompt5,382 characters

Still to fill in: SOW text, Governing MSA excerpts, What this SOW buys, Governing law and forum

RoleYou are an in-house counsel who has caught dozens of statements of work trying to quietly rewrite the master agreement above them. You know vendors put terms in SOWs because SOWs get signed by delivery managers, so you read the SOW with the MSA open beside it and you check the precedence clause before anything else. You never send back commentary when you could send back language.What I needCompare the SOW below against the governing MSA as Customer: the vendor sent us this SOW. The work: What this SOW buys. Governing law: Governing law and forum. Flag every term that conflicts with or weakens the MSA, and give me redlines the vendor's project manager can accept in the document.InputsSOW: SOW text Governing MSA excerpts: Governing MSA excerpts What this SOW buys: What this SOW buys Which side we are on: Customer: the vendor sent us this SOW Governing law and forum: Governing law and forumHow to work this1. Read the precedence clause in both documents and quote both. State in one line which controls as drafted. If the SOW flips it, that is finding number one and everything else is contingent on fixing it. 2. Build a conflicts table. Every row: SOW section and quoted language, the MSA section and quoted language it collides with, the practical consequence, and the replacement text. 3. Hunt the five stowaways specifically: IP ownership, a separate liability cap, payment terms, data or system access, new warranties or disclaimers, and say plainly which of the five are clean. 4. Quote any unbounded scope phrase and replace it with a bounded deliverables list drawn from what the SOW actually describes. 5. Check acceptance. If there is no testing window, rejection right, or objective criteria, write the clause. If acceptance is deemed on delivery or on silence, say what that costs. 6. Classify the fee structure as fixed, time-and-materials, or hybrid. If T&M, demand a not-to-exceed figure. If fixed, check that deliverables are defined tightly enough to hold it. 7. Confirm the change-order process points back to the MSA. A unilateral vendor change-order right defeats every cap here. 8. Read every attachment. Security addenda, AI-use terms, and pricing schedules are where the real terms hide.Ask me firstBefore you produce anything, ask me these questions, then stop and wait: 1. Does our MSA allow an SOW to override specific sections when it says so expressly? If it does, has anyone on our side actually approved an override here, because then some of these conflicts are deals, not drafting errors. 2. Has the vendor already started work, or is signature still gating kickoff? A team already on site changes which redlines I can realistically get. 3. Does this SOW give the vendor access to systems or data they did not have before: production credentials, a new environment, new categories of personal data? 4. Who negotiated the fee structure, and is the number already in someone's budget? If procurement committed to a time-and-materials rate with no ceiling, my redline needs an escalation path. Do not begin the comparison until I answer. If I tell you to proceed anyway, state each assumption at the top of your output and mark it [ASSUMPTION - verify].Output formatPrecedence: quoted from both documents, which controls, and the fix if it is backwards. Conflicts with the MSA as a table: SOW § | SOW says | MSA says | Consequence | Redline. Stowaway check: the five, each marked clean or flagged. Scope, acceptance, and change orders: quoted offending language and replacement text. Fee structure: type, ceiling, and the not-to-exceed language if missing. Send-back email, four sentences, to the vendor's project manager and our procurement lead. End with one line naming the two of my answers that most changed this comparison: say which conflicts you would have called differently, or missed entirely, without them. If an answer changed nothing, say so; it means the question did not earn its place.Never do this- If this review would apply to any SOW under any MSA, it is too generic. Every conflict has to name a section from the MSA excerpts I gave you. - No hedging filler. Cut "arguably," "it should be noted," and "this may be acceptable depending on context." Do not tell me to consult an attorney. I am the attorney approving this SOW. - Never invent an MSA section number. If the excerpts I supplied do not cover a point, say the excerpt is missing and mark it [UNVERIFIED - pull the full MSA] rather than assuming what the MSA says. - Where you do not know whether Governing law and forum enforces a term or how the two documents interact, say you do not know. Do not smooth over the gap with fluent prose. - Do not pad. A clean SOW with one conflict gets a four-line answer. Length is not value.Before you answer- Did I quote both documents on precedence, or did I assume the MSA controls? - Does every conflict row cite an actual MSA section from the excerpts, not a section I imagined? - Is every redline drop-in language rather than a description of what to ask for? - Did I flag time-and-materials without a not-to-exceed ceiling, and any unilateral change-order right? - Would this review be useless against a different SOW? It should be.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

Pressure-test it

Makes the AI switch hats and attack its own answer.

A delivery team is scheduled to start Monday. Read my redlines as the vendor's project manager, who has no appetite for a call with their own counsel: which two will they accept and initial within twenty-four hours? Which one will they route to legal and lose a week on? Rewrite that slowest redline as language a project manager can sign on their own authority, and tell me what protection I gave up to get the speed.

Go deeper

Pushes the work further once the basics are right.

Procurement sees these before I do. Build the SOW intake checklist procurement can run before anything reaches me: eight yes-or-no questions that catch the precedence flip, the stowaway terms, unbounded scope, missing acceptance criteria, uncapped T&M, and new data access, with a rule for which answers mean sign it, which mean fix it with the standard language, and which mean send it to legal.

Before you run it

What to gather first

The MSA's order-of-precedence clause, quoted exactly
MSA sections on IP, limitation of liability, payment terms, acceptance, and change orders
Whether this SOW changes who touches which systems or data
Whether the vendor has already started work
Every attachment to the SOW, including security or AI-use addenda

Watch for

Vendors staple new exhibits to SOWs: security addenda, AI-use terms, updated support policies. Read every attachment, because an addendum can amend the MSA by reference.
Some MSAs expressly allow an SOW to override numbered sections. If yours does, the vendor's language may be effective rather than merely aggressive. Check before you call it a conflict.
A not-to-exceed cap is worthless if the vendor can issue change orders unilaterally. Confirm the change-order right, not just the number.
If the SOW expands data access or brings a new environment into scope, your DPA, security exhibit, and vendor risk assessment may all need to be updated before signature.
The model only sees the MSA excerpts you paste. If you omit the survival, insurance, or subcontracting clause, it cannot tell you the SOW just contradicted it.

What comes back

A precedence ruling quoting both documents, a conflicts table (SOW section and language, MSA section and language, consequence, redline), a five-item stowaway check, a scope-acceptance-change-order audit with replacement text, a fee-structure classification with not-to-exceed language where missing, and a four-sentence send-back email to the vendor PM and procurement.

See an example of what you’ll get

*(After you answer the four questions: the MSA allows express overrides but nobody approved one, the delivery team starts Monday, the SOW adds production database access, and procurement already agreed to the T&M rate.)* Precedence. MSA § 1.3: "This Agreement shall control over any Statement of Work unless such Statement of Work expressly references and overrides a specific numbered Section of this Agreement." SOW § 1: "This SOW supersedes the MSA where inconsistent." The SOW is backwards, and it is a blanket flip rather than an express override of a numbered section, so it fails the MSA's own test. Fix this first; four of the five findings below evaporate once it is corrected. > Redline: "This SOW is governed by and subject to the Master Services Agreement dated March 4, 2024. In the event of any conflict, the MSA controls except as expressly set forth in Section 7.2 of this SOW." Conflicts with the MSA | SOW § | SOW says | MSA says | Consequence | Redline | |---|---|---|---|---| | 1 | "supersedes the MSA where inconsistent" | § 1.3: MSA controls absent express override | Every protection below becomes optional | See above | | 4.2 | "Payment terms NET-15" | § 4: NET-45 | Pulls $85K forward 30 days and breaks AP's cycle | "Payment terms shall be as set forth in MSA § 4." | | 6.1 | "All work product, including pre-existing materials, shall be owned by Vendor and licensed to Customer" | § 8: deliverables are Customer-owned | Flips ownership of the pipeline we are paying to build | "Ownership of work product shall be governed by MSA § 8. Vendor's pre-existing materials remain Vendor's, subject to a perpetual, irrevocable, royalty-free license to Customer to use them in connection with the Deliverables." | | 9 | "Vendor's liability under this SOW shall not exceed fees paid under this SOW" | § 9: 12-month MSA-wide cap with carve-outs | Creates an $85K silo cap and drops the data-breach carve-out on the very SOW that adds database access | "Liability arising under this SOW is governed by MSA § 9. No SOW-specific limitation applies." | | 12 | "Vendor personnel shall be granted read/write access to Customer production databases" | § 11: access limited to environments named in the applicable DPA schedule | New production access with no DPA update | "Access shall be limited to the environments identified in Schedule A and governed by the Data Processing Addendum, which the parties shall update to reflect this SOW prior to access being granted." | Stowaway check. IP: flagged (§ 6.1). Liability cap: flagged (§ 9). Payment: flagged (§ 4.2). Data/system access: flagged (§ 12). New warranties or disclaimers: clean; § 8 tracks MSA § 7. Scope, acceptance, and change orders. - Scope: "data-pipeline integration and related services as reasonably required" (§ 2.1). Unbounded. Replace with the six deliverables listed in § 2.2 and add: "Services not listed in Section 2.2 require a change order under MSA § 6." - Acceptance: absent entirely. Add: "Customer shall have ten (10) business days after delivery of each Deliverable to test and to accept or reject it in writing specifying the deficiencies. Deliverables not rejected within that period are deemed accepted." - Change orders: SOW § 11 says "Vendor may issue change orders as needed." Replace with: "Changes to scope, schedule, or fees require a written change order executed by both parties in accordance with MSA § 6." Fee structure. Hybrid: $65K fixed for Phase 1, time-and-materials for Phase 2 with no ceiling. Add: "Phase 2 services shall not exceed $20,000 in the aggregate without a written change order executed under MSA § 6." That is the $85K total less the $65K Phase 1 fixed fee, a ceiling that matches the number procurement already approved. Note the interaction: an uncapped T&M phase plus a unilateral change-order right in § 11 means the $85K number is decorative until both are fixed. Send-back email. "Hi Priya, the Target integration SOW is close and I want the team starting Monday. Five items to fix before signature: precedence (§ 1), payment terms (§ 4.2), IP ownership (§ 6.1), the SOW-specific liability cap (§ 9), and production access (§ 12), plus a not-to-exceed on the Phase 2 T&M. All of these just point back to terms we already agreed in the MSA, so none of it should need your counsel. Redlines attached. I can turn a signed version around the same day you send it back." What your answers changed. Two answers did the work. "The SOW adds production database access" is why § 12 is a conflict row at all, and it is what moved § 9 from a pricing annoyance to a top-five item. An $85K silo cap on an $85K SOW is roughly the right order of magnitude until you notice it is the clause that drops the data-breach carve-out on the one engagement creating breach risk. "The MSA allows express overrides but nobody approved one" is what makes § 6.1 and § 9 drafting errors rather than negotiated deviations; had procurement signed off on an override of MSA § 8, the IP row would have come back noted-and-accepted instead of redlined. Your "team starts Monday" answer changed nothing on this list. The same five conflicts and the same redlines were coming either way. It set the tone of the send-back email and nothing else.

Why this prompt is built the way it is

## Framework 1. **Precedence first.** Most MSAs say the MSA controls. Many SOWs try to flip that in section 1, and everything downstream depends on which way it reads. 2. **Five stowaways ride in SOWs.** New IP ownership, a separate liability cap, payment terms different from the MSA, expanded data or system access, and fresh warranties or disclaimers. 3. **Unbounded scope is a fee dispute in waiting.** "Including but not limited to," "and related services," and "as reasonably required" are the language of open scope. 4. **No acceptance criteria means the vendor decides when it is done.** Require objective criteria, a testing window, and a written rejection right. 5. **T&M without a ceiling is a hole in the budget.** Fixed fee against vague deliverables is a dispute. Either way the change-order process has to be the MSA's, not a new one. 6. **New data or system access re-opens the security and privacy terms.** If the SOW grants production access or new categories of personal data, the DPA and security exhibit have to catch up. 7. **Send language, not notes.** Every finding ends in text the vendor's project manager can accept in the document.